annexure - a particulars of applicant (on the letterhead ... · specimen (on the letterhead of...

PARTICULARS OF APPLICANT (On the letterhead of Company)

1. Full Name (Block Letters) : ___________________________________________________________

2. Registered address : ___________________________________________________________

3. Phone(s)/Mobile No./Email/

Website : ___________________________________________________________

4. Incorporated : On___________________ No___________________________________

5. Names & CNIC of Directors : 1.__________________________________________________________

2. _________________________________________________________

3. _________________________________________________________

4. _________________________________________________________

5. _________________________________________________________ 6. _________________________________________________________

7. _________________________________________________________

8. _________________________________________________________

6. a) Name & CNIC of Chief Executive : _____________________________________________________

b) Educational Qualification of Chief Executive : __________________________________________________________

7. If a member of (specify) : ___________________________________________________________

a) Other Stock Exchange ___________________________________________________________ b) Trade body/Chamber ___________________________________________________________

8. Brief profile of Company : ___________________________________________________________

(Use separate sheets)

9. Bank Name : ___________________________________________________________ Branch : ___________________________________________________________

10. Any other information which: ___________________________________________________________

the applicant may desire ___________________________________________________________

to furnish ___________________________________________________________

We certify that the above particulars are true to the best of our knowledge and belief.

______________________________

Signature of Chief Executive

Name: _______________________

Designation:__________________ Company:____________________

Note: Use separate sheet(s) if necessary.

Annexure - A

Common

Seal of the

company

AFFIDAVIT (ON NON-JUDICAL STAMP PAPER OF RS. 50/-)

I,___________________________________s/o / d/o / w/o __________________________________ adult, residing at _____________________________________________________________________ ________________________________ do hereby declare on solemn affirmation as under: 1. that, I am the Chairman/Chief Executive of M/s ________________________________

(hereinafter called the company).

2. that, the company and none of its directors / shareholders have never been

adjudicated bankrupt or a Receiving Order in Bankruptcy has been made against them;

3. that, the company and none of its directors / shareholders have never compounded with its creditors.

4. that, the company and none of its directors / shareholders has never been convicted of an offence involving fraud or cheating or dishonesty or any other indictable criminal offence;

5. that, the company or none of its directors & its shareholder have never been at any time expelled or declared a defaulter or they have not been associated with any company/firm in capacity of shareholder which has been declared defaulter or expelled by any Exchange/PMEX or Trade Association in Pakistan; and

6. that, none of the director sponsors / shareholders of our company disqualified under the provisions of the applicable Laws, Rules & Regulations for the time being enforce to prohibit or debar from seeking TRE Certificate.

Whatever stated above are true to the best of my knowledge and belief.

____________________________ D E P O N E N T

Name:______________________

Dated:________________

Note: This document should be authenticated by the Oath Commissioner

Annexure - B

SPECIMEN (On the letterhead of Company)

The Governing Board of Directors Pakistan Stock Exchange Limited Karachi.

UNDERTAKING

We, M/s _____________________________________________________________________________

having our registered office at ________________________________________________________,

TRE Certificate of Pakistan Stock Exchange Limited (hereinafter referred to as the

“Exchange”) do hereby undertake to abide by all the relevant Laws, Rules, Regulations,

directives/instructions/notices/circulars of the Securities and Exchange Commission of

Pakistan (hereinafter referred to as “the Commission”) and the Exchange and all will

remain binding on us. We also undertake that;

1. Subsequent to becoming a TRE Certificate Holder our company shall, prior to any

change in Directorship obtain clearance of the Exchange in terms of meeting the Fit and Proper Criteria specified in the Securities Brokers (Licensing & Operations) Regulations 2016 and the requirements laid down under Regulation 4.4 of the PSX Regulation.

2. Our company shall obtain approval of the Exchange and the Commission in case of any change in the sponsors/majority shareholders of the company.

3. That, our company shall be responsible to unconditionally comply with the instructions of the Exchange /the Commission and to furnish books of accounts and or any other record/information required by the Exchange within the time as may be specified by the Exchange.

4. The sponsors/directors and senior management officers meet the Fit & Proper Criteria specified in the Securities Brokers (Licensing & Operations) Regulations 2016.

Yours faithfully, WITNESSES 1. Signature:__________________________

Name & Address: _____________________ ___________________________ ______________________________________ (Chief Executive Officer)

2. Signature: _________________________ Name & Address: ___________________ _____________________________________

Annexure - C

Common

Seal of the

company


RESOLUTION FOR APPOINTMENT OF CHIEF EXECUTIVE OFFICER

Resolved that Mr./ Mrs. /Ms._________________________________________________________

s/o / w/o / d/o ______________________________________________________,a citizen of

Pakistan holding CNIC Number______________________________ and one of the Directors

of our Company, is hereby appointed as "Chief Executive Officer" to represent our

Company before Pakistan Stock Exchange Limited in all respect and in accordance with

the Memorandum and Articles of Association, Rules & Regulations of the Exchange.

It is further resolved that the said Chief Executive Officer subject to the Rules &

Regulations of the Exchange is hereby authorised to appoint agents, runners and

employees, etc., from time to time and/or to remove or replace them as and when so

desired and the Company hereby undertakes to settle or fulfils all liabilities and

obligations which may arise in consequence of such appointments or any action by the

said Chief Executive Officer. The Company further undertakes to indemnify and keep

indemnified the Pakistan Stock Exchange Limited against all losses or damages as may

be suffered by the Exchange as a result of any or all actions by the said Chief Executive

Officer and the management of M/s.__________________________________________________.

________________________________ Dated:________________ (Signature of Chief Executive or Company Secretary) Name:___________________________

Annexure - D

Common

Seal of the

company


Dated: __________________

The Managing Director Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road KARACHI.

Subject: UNDERTAKING Dear Sir, We hereby confirm as under:-

that none of the Directors and employees of the company hold directorship in any other company(ies) holding licence as a Securities Broker.

that none of the Directors of our company and their spouse(s) hold directorship in the companies listed on the Securities Exchange.

It is further, confirm that I the undersigned Chief Executive Officer of the company do not hold such office in any other company. Thanking you, ______________________ Chief Executive Officer

Annexure - E

(ON NON-JUDICAL STAMP PAPER OF RS. 200/-)

UNDERTAKING This is to certify that I, ______________________________s/o ____________________________

bearing CNIC No._______________________ and my wife ______________________________

bearing CNIC No.________________________ confirm that none of us hold directorship in

the companies listed on the Stock Exchange.

It is hereby confirm that I do not hold directorship/employment in any other

company(ies), holding licence as a Securities Broker.

Dated: _______________

_____________________ Signature of Director

___________________________________ Signature of Chief Executive Officer

Encl: Copy of CNIC of his wife

Annexure - F


Date: _______________ The General Manager - Operations Pakistan Stock Exchange Limited Stock Exchange Building, Stock Exchange Road, Karachi Subject: REPORT FOR COMPLIANCE WITH GAZETTE OF PAKISTAN STATUTORY

NOTIFICATIONS BY MINISTRY OF FOREIGN AFFAIRS REGARDING ENTITIES/INDIVIDUALS RELATED TO AL-QAIDA AND TALIBAN

Dear Sir, Reference is made to your Notice No. KSE/N-4028 dated July 29, 2010 wherein, you

have asked us to report compliance.

Please note that it is confirmed that we, _____________________________ do not have any

association with any individual or group supporting Al Qaida and Taliban related

entities/individuals also note that we do not have any client having his/their name(s)

mentioned on the United Nation Securities Council (UNSC) website as of

http://www.un.org/sc/suborg/en/sanctions/1988/materialsand &

www.un.org/sc/suborg/en/sanctions/1267/aq sanctions list.

Kindly note the same. Regards, ________________________ Chief Executive Officer

Annexure - G

http://www.un.org/sc/suborg/en/sanctions/1988/materialsand

http://www.un.org/sc/suborg/en/sanctions/1267/aq


UNDERTAKING

This is to certify that I, _____________________________ s/o _______________________

bearing CNIC No._______________________________ confirm that I am fully aware with the

details relating to all the disputed matters including issues under litigation against

M/s._________________________________________________ and which are filed by

______________________________________________________________ against others.

Dated: _______________


__________________ Signature of CEO

Annexure - H

SPECIMEN

AFFIDAVIT

(ON NON-JUDICAL STAMP PAPER OF RS. 50/-) I,____________________________________s/o / d/o / w/o _________________________________ adult, residing at _____________________________________________________________________

___________________do hereby declare on solemn affirmation as under: 1. that, I am Director of M/s __________________________________________.[ _______ ]

2. that, neither have I been adjudicated bankrupt or received an order in Bankruptcy

against me in personal capacity nor has any company where I have ever been associated as director received such order against it.

3. that, neither have I ever as a director / shareholder of any company compounded

with its creditors in my personal capacity nor have I been convicted of an offence involving fraud or cheating or dishonesty or any other indictable criminal offence.

4. that, I have never been a director or shareholder of 20% or more in any company at

any time that has been expelled or declared defaulter member / TRE Certificate holder by any Exchange or Trade Association in Pakistan;

5. that, I shall ensure protection of investors’ rights at all times and make disclosure to

the Exchange in case of any conflict of interest arising between company / its employees, directors / shareholders with investors.

6. that, I shall ensure that [ ---- ] shall remain responsible for all acts of its employees.

Whatever stated above are true to the best of my knowledge and belief. ____________________ Dated:________________ D E P O N E N T Name:_______________

Note: This document should be authenticated by the Oath Commissioner.

Annexure - I

SPECIMEN (Applicable for change of Sponsors/Management)


UNDERTAKING

We, _____________________________________ having our registered office at

______________________________________, Karachi (hereinafter referred to as the

company), TRE Certificate Holder of the Pakistan Stock Exchange Limited do hereby

declare and undertake to accept and settle all liabilities/claims of related Members /

Brokers/TRE Certificate Holders, Clients of the Company including the complaints

pertaining to their accounts maintained with the company.

In witness whereof, we have signed this undertaking on __________________ and have put

up our company seal on this undertaking.

Yours faithfully, WITNESSES 1. Signature:_________________________ _________________________

(Chief Executive Officer) Name & Address: _________________ ___________________________________

2. Signature: ________________________

Name & Address: _________________ ___________________________________

Annexure - J

Common

Seal of the

company


(Applicable for change of Sponsors/Management)

Dated:_________________

The Governing Board of Directors Pakistan Stock Exchange Limited Karachi.

U N D E R T A K I N G

We, ______________________________________________, having our registered office at ___________________________________, Karachi, (hereinafter referred to as the Company), TRE Certificate Holder of Pakistan Stock Exchange Limited (hereinafter referred to as the “Exchange”),

We hereby undertake that adequate staff, resources, risk management and internal control policies, procedures and systems will be available to effectively preform our obligations as a TRE Certificate Holder.

IN WITNESS WHEREOF we have signed this undertaking on _____________ day of _____, _______ and have put up our company seal on this undertaking.

WITNESSES For and on behalf of 1. Signature:_________________________ _________________________ (Chief Executive Officer)

Name & Address: __________________ ___________________________________ 2. Signature: ________________________

Name & Address: _________________ ___________________________________

Annexure - K

Common

Seal of the

company


UNDERTAKING

I,______________________________________s/o / d/o / w/o _______________________________ adult, residing at _____________________________________________________________________ ___________________do hereby declare on solemn affirmation that;

There are no legal proceedings outstanding /pending against me by the Commission or any other regulatory authority.

I had not been declared insolvent or bankrupt, or declared defaulter by any authority.

There were no penal actions taken against me during the last three years by the Commission or any other regulatory authority.

I was not involved in any civil or criminal offenses during the last three years. Dated: _______________


Annexure - L

(On non-judicial stamp paper of Rs. 50/-)

UNDERTAKING

(Requirement No. 4.8 of Annexure A)

We, _______________________________________, a TRE Certificate Holder of Pakistan Stock

Exchange Limited having our registered office at _________________________________

herein after called the “Company” do hereby undertake that all directors, sponsors,

senior management officers of the company are in compliance with all the requirements

for grant of a licence under the Securities Brokers (Licensing and Operations)

Regulations, 2016.

Date: ______________

______________________________________ Signature of Chief Executive Officer

__________________________________ Name of Chief Executive Officer

Stamp/Signature __________________ Oath Commissioner / Notary Public

Annexure - M

Common

Seal of the

company

(On non-judicial stamp paper of Rs. 50/-) (Applicable for change of Sponsor(s)/Management)

UNDERTAKING


I/We, ____________________________, sponsor of M/s. ________________________________

(company), a TRE Certificate Holder of Pakistan Stock Exchange Limited having our

registered office at _________________________________ do hereby undertake that;

I will not sell or transfer my shares without prior written approval of Securities

Exchange and Securities & Exchange Commission of Pakistan.

At present my total shareholding in the company is _____________(No. of Share)

constituting ________% of total capital of company.

Date: ______________ _________________________________

Name and Signature of Sponsor

Stamp/Signature ______________ Oath Commissioner / Notary Public

Annexure - N



UNDERTAKING FOR SPONSORS OF TREC


I,______________________________________Director of M/s._______________________________________,

sponsoring company of M/s. __________________________________, a TRE Certificate Holder of

Pakistan Stock Exchange Limited having our registered office at

_______________________________________________________________________________________________

do hereby undertake that I will inform the Securities and Exchange Commission of Pakistan

[SECP] of any change in the sponsors/majority shareholders of the sponsoring company.

Date: ______________

__________________________________

Name and Signature of Sponsors

Stamp/Signature ______________

Oath Commissioner / Notary Public



UNDERTAKING OF THE TREC


We, __________________________________(company), a TRE Certificate Holder of Pakistan Stock

Exchange Limited having our registered office at

_____________________________________________________ do hereby undertake that we will inform

the Securities and Exchange Commission of Pakistan [SECP] in case of any change in the

sponsors/majority shareholders of the sponsoring company M/s. ______________________________.

Date: ______________

__________________________________ Chief Executive Officer of TREC

Stamp/Signature ______________

Oath Commissioner / Notary Public

Common

Seal of the

company

Common

Seal of the

company

Annexure - O

FIT AND PROPER CRITERIA [see regulation 4]

FIT AND PROPER CRITERIA FOR APPLICANT, SPONSORS, DIRECTORS AND

SENIOR MANAGEMENT OFFICERS OF SECURITIES BROKERS

This Fit and Proper Criteria is perpetual in nature and its compliance is mandatory.

All persons subject to Fit and Proper Criteria must submit any change in the submitted

information, including financial soundness to the company secretary of the securities broker within three business days and the securities broker shall within a period of seven business

days report the same to the securities exchange and the Commission.

In addition to the applicant and the sponsors of the applicant, eligibility of any person desiring to

act as a director on the board of directors or senior management officer of a securities broker

shall be judged on the basis of following criteria, which in the case of directors, shall be in

addition to meeting requirements of the Companies Act, 2017 relating to eligibility of a

director:

(a) Financial Soundness and Integrity

(i) The person should not have been adjudged as an insolvent or he should not have

suspended payment of debts or compounded liabilities with its/his creditors.

(ii) The person should not have been convicted by a court of competent jurisdiction as a

defaulter in payment of any loan to a financial institution including banking company, a

Development Financial Institution or a Non- Banking Financial Company.

(iii) The person and companies, firms, sole proprietorship etc. where the person is a chief

executive, director (other than nominee director), owner or partner etc., has/have no

overdue payment to any customer, financial institution, securities exchange, clearing

house, central depository and / or defaulted in payment of any taxes in the individual

capacity or as a proprietary concern or any partnership firm or as director in any private

unlisted and listed company.

Explanation: In case of overdue payment to any financial institution, CIB reports from

the State Bank of Pakistan shall be examined and if there is any overdue/past due

payment to a financial institution, irrespective of amount, in overdue column of latest

CIB report of the person and of the companies, firms, sole proprietorship etc. where

such person is a chief executive, director (other than nominee director), owner or

partner etc., such person shall not be considered fit and proper person except:

(a) in case where such overdue amount is under litigation and the same is also appearing

as amount under litigation in CIB report; or

(b) No overdue payment is appearing in the overdue column in the subsequent latest CIB

report.

In case of overdue amount in CIB report, no rejection shall be made unless the person has

been provided an opportunity of making a representation before the Commission.

Annexure - P

(iv) The person should not have been a director and/or chief executive of any company or

body corporate which has defaulted in payment of Government duties/taxes/cess or has

misused customer securities.

(v) The person should be a tax payer and his name should be borne on the Active Tax Payers

List regularly published by Federal Board of Revenue. Provided that this requirement

shall not be applicable in the case of foreign nationals.

(b) Educational or other Qualification or Experience

(1) In case of Directors, at least one director should have:

i) membership of a recognized body of professional accountants; or a CFA degree; or a

graduate degree in finance, accountancy, business management, commerce,

economics, law, capital market, financial services or related disciplines from a

university recognized by the Higher Education Commission of Pakistan, or equivalent;

and

ii) have an experience of at least five years in activities relating to capital market, specifically

securities brokerage business.

iii) have attained necessary certification as specified by the Commission from time to time.

(2) In case of Chief Executive Officer, the person should:

a) be a member of a recognized body of professional accountants or possess a post-graduate

degree in finance, accountancy, business management, commerce,

economics, law, capital market, financial services or related disciplines from a

university recognized by the Higher Education Commission of Pakistan, or

equivalent; and

b) have a minimum experience of seven years in a senior management position, preferably

in the regulated financial services sector.

c) have attained necessary certification as specified by the Commission from time to time.

(3) In case of Compliance Officer, the person should

a) be a member of a recognized body of professional accountants, or possess a graduate

degree in finance, accountancy, business management, commerce,

economics, capital market, financial services or related disciplines from a

university recognized by the Higher Education Commission of Pakistan, or

equivalent; and

b) have a minimum experience of three years in audit, finance or compliance functions

or any other managerial position in a company in the financial sector.

Provided that for all of the above persons, where a person possesses seven years of relevant

experience of the capital markets, the minimum qualification requirement shall be relaxed.

(4) The directors and senior management officers must be fully conversant with the duties of

director or senior management officer, as the case may be, as specified under the

statutes, rules and regulations, memorandum and articles of association and the

Corporate Governance Code.

(5) The sponsors of the securities broker have sound track record and extensive experience of

providing financial services in any regulated market within or outside Pakistan.

(c) Competency

(i) Membership or licence of the person or any company in which the person was a director

during the last three years has not been suspended/cancelled by the Commission, any

other regulatory authority, any professional body, association or relevant entity e.g. the

securities exchange, central depository or clearing house.

Provided that eligibility of a person may be considered on the basis of prior clearance

obtained from any such organization that suspended/ cancelled the membership or

licence.

(ii) No proceedings are pending with respect to the applicant’s winding up, insolvency or

analogous relief.

(iii) The person should not have been disqualified/ removed from the post of a key executive

position of a company by the Commission or any other regulatory authority.

(d) Integrity, Honesty and Reputation

(i) The person should not have been convicted in any criminal offence or involved in any

fraud/forgery, financial crime etc. in Pakistan or elsewhere, or is not being subject to

any pending proceeding leading to such a conviction and/ or it has not been concluded

by any regulatory authority that the person has been associated with any unauthorized

financial activity including illegal brokerage business.

(ii) No investigation/enquiry/inspection, conducted under Section 139 of the Securities

Act, 2015, Section 83 of the Futures Market Act, 2016, Section 29 of the Securities and

Exchange Commission of Pakistan Act, 1997, Section 21 of the Securities and

Exchange Ordinance, 1969, Section 256 or Section 257 of the Companies Act, 2017,

has been concluded against the person by the Commission with material adverse

findings or any settlement in civil/criminal proceedings particularly with regard to

investments, financial matters/business, misconduct, fraud, formation or management

of a corporate body etc. by any regulatory authorities (within or outside Pakistan),

professional bodies or government bodies/agencies.

(iii) The person has not defaulted on settlement of a customer complaint where such

complaint has been adjudicated by the Commission or the securities exchange.

(iv) An order restraining, prohibiting or debarring the sponsors, director or senior

management officer of the securities broker from dealing in securities and/or future

contracts based on securities in the capital market or from accessing the capital market

has not been passed; or penalty of Rs.500,000/- or more has not been imposed on such

persons by the Commission in the last three years, in respect of any laws administered by

the Commission.

Provided that a person may be considered eligible in case a period of at least three years

from the date of expiry of the period specified in the order for which such person has

been restrained/prohibited/debarred has elapsed.

(v) The sponsors, director or senior management officer of the securities broker should not

have been penalized for provided false or misleading information either to the

Commission or to any of the regulatory body, securities exchange, central depository or a

clearing house during the past three years.

(vi) The person should not have been actively involved in the management of a company

whose registration or licence has been revoked or cancelled or which has gone into

liquidation or other similar proceedings due to financial irregularities or malpractices.

(vii) The person must not be ineligible, under the Companies Act,2017 or any other

legislation from acting as a director.

(viii) The person should not have entered into a plea bargain arrangement with the National

Accountability Bureau.

Information to be provided by individual sponsors, directors and senior management officers of

the ________________________________ (name of securities broker)_____________________________

1. Curriculum Vitae/Resume containing:

(a) Name:

(b) Father’s or Husband Name:

(c) C.N.I.C # (attach copy)

(d) Latest photograph

(e) Nationality:

(f) Age:

(g) Contact details:

i) Residential address:

ii) Business address:

iii) Tel:

iv) Mobile:

v) Fax:

vi) E-mail:

(h) National Tax Number:

(i) Present occupation:

(j) Qualification(s):

i) Academic:

ii) Professional:

(k) Experience: (Positions held during the last 10 years along with name and address of

company/ institution) Information to be provided on the following sample format*:

Sr # Name of

Organization

Designation Period

1 Company A DD/MM/YY -

DD/MM/YY

2 Company B DD/MM/YY -

DD/MM/YY

2. 1. Nature of directorship:

a) Executive b) Non-executive

2. Status of directorship:

a) Nominee director b) Elected director c) Independent director

Number of shares subscribed or held _________

Nominated by (name of shareholder/ nominating entity)

3. Names of companies, firms and other organizations of which the person is presently a

director, partner, office holder or major shareholder (Information to be provided on the

following sample format*)

Sr.

#

Name of

Organization

Designation Period

1 Company A DD/MM/YY -

DD/MM/YY

2 Company B DD/MM/YY -

DD/MM/YY

4. Names of any persons on the board of the (name of securities broker) who are related to

the applicant.

Signature ______________________________________

*use additional sheets if required]1


(On Non – Judicial Stamp Paper of Rs. 200)

The Governing Board of Directors

Pakistan Stock Exchange Limited Karachi.

U N D E R T A K I N G

We,_______________________________ having our registered office at ___________________________

(hereinafter referred to as the “Company”), the TRE Certificate Holder of Pakistan Stock

Exchange Limited (hereinafter referred to as the “Exchange”), hereby undertake:

i. that we comply with the criteria / conditions / requirements as laid down under Regulation

No. 4.4 of the PSX Regulations relating to Eligibility Criteria and shall not engage in any

business other than that of Broker or other related business as approved by the Securities

and Exchange Commission of Pakistan from time to time.

ii. We meet the Fit & Proper Criteria specified in the Securities Brokers (Licensing & Operations)

Regulations, 2016.

Whatever stated above are true to the best of our knowledge and belief.

1)_________________________ 2)_________________________ Deponent Deponent

3)_________________________ 4)_________________________

Deponent Deponent

5)_________________________ 6)_________________________

Deponent Deponent

7)_________________________

Deponent

Dated:________________

Note: 1. This document to be signed by all the Directors / Sponsors / Substantial Shareholders / Senior

Management Officers authenticated by the Oath Commissioner. (For the term Senior Management Officers, please refer the definition provided under the Securities Act 2015)

2. The documents should be authenticated by the Oath Commission.

Annexure - Q

annexure - a particulars of applicant (on the letterhead ... · specimen (on the letterhead of...

Documents